Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 09, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-55809 | |
Entity Registrant Name | ELECTRONIC SERVITOR PUBLICATION NETWORK INC. | |
Entity Central Index Key | 0001709542 | |
Entity Tax Identification Number | 82-1873116 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 400 1ST AVE N. | |
Entity Address, Address Line Two | STE. 100 | |
Entity Address, City or Town | MINNEAPOLIS | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55401 | |
City Area Code | (833) | |
Local Phone Number | 991-0800 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,416,001 |
BALANCE SHEETS (UNAUDITED)
BALANCE SHEETS (UNAUDITED) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 8,812 | $ 17,139 |
Prepaid | 3,990 | |
Total assets | 12,802 | 17,139 |
Current liabilities: | ||
Accounts payable and accruals | 51,517 | 49,680 |
Loans payable | 79,630 | 52,630 |
Due to a related party | 65,268 | 50,268 |
Total current liabilities | 196,415 | 152,578 |
Commitments and contingencies | ||
Stockholders’ Deficit: | ||
Preferred stock value | ||
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 21,416,001 shares issued and outstanding | 2,142 | 2,142 |
Additional paid in capital | 6,444,055 | 6,224,900 |
Accumulated deficit | (6,629,810) | (6,362,481) |
Total Stockholders’ deficit | (183,613) | (135,439) |
Total Liabilities and Stockholders’ Deficit | 12,802 | 17,139 |
Series A Preferred Stock [Member] | ||
Stockholders’ Deficit: | ||
Preferred stock value |
BALANCE SHEETS (UNAUDITED) (Par
BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares, authorized | 19,999,000 | 19,999,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 21,416,001 | 21,416,001 |
Common stock, shares outstanding | 21,416,001 | 21,416,001 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock shares, authorized | 1,000 | 1,000 |
Preferred stock, shares outstanding | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | 1,000 |
STATEMENTS OF OPERATIONS (UNAUD
STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 30, 2022 | |
Operating expenses: | ||
General and administrative | $ 10,225 | $ 1,659 |
Professional fees | 35,021 | 25,000 |
Stock based compensation | 219,155 | 97,435 |
Total operating expenses | 264,401 | 124,094 |
Loss from operations | (264,401) | (124,094) |
Other expense: | ||
Interest expense | (2,928) | |
Total other expense | (2,928) | |
Loss before provision for income taxes | (267,329) | (124,094) |
Provision for income taxes | ||
Net loss | $ (267,329) | $ (124,094) |
Loss per share, basic and diluted | $ (0.01) | $ (0.01) |
Weighted average shares outstanding, basic and diluted | 21,416,001 | 21,416,001 |
STATEMENTS OF CHANGES OF STOCKH
STATEMENTS OF CHANGES OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 2,143 | $ 5,876,611 | $ (5,915,232) | $ (36,478) | |
Beginning balance, shares at Dec. 31, 2021 | 1,000 | 21,416,001 | |||
Warrant expense | 97,435 | 97,435 | |||
Net loss | (124,094) | (124,094) | |||
Ending balance, value at Mar. 31, 2022 | $ 2,143 | 5,974,046 | (6,039,326) | (63,137) | |
Ending balance, shares at Mar. 31, 2022 | 1,000 | 21,416,001 | |||
Beginning balance, value at Dec. 31, 2022 | $ 2,142 | 6,224,900 | (6,362,481) | (135,439) | |
Beginning balance, shares at Dec. 31, 2022 | 1,000 | 21,416,001 | |||
Stock option expense | 219,155 | 219,155 | |||
Net loss | (267,329) | (267,329) | |||
Ending balance, value at Mar. 31, 2023 | $ 2,142 | $ 6,444,055 | $ (6,629,810) | $ (183,613) | |
Ending balance, shares at Mar. 31, 2023 | 1,000 | 21,416,001 |
STATEMENTS OF CASH FLOWS (UNAUD
STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (267,329) | $ (124,094) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 219,155 | 97,435 |
Changes in Operating Assets and Liabilities: | ||
Prepaid | (3,990) | |
Accounts payable and accruals | 1,837 | 11,617 |
Net cash used by operating activities | (50,327) | (15,042) |
Cash flows from Investing activities: | ||
Cash flows from Financing activities: | ||
Proceeds from loans - related party | 15,000 | 19,643 |
Proceeds from loans payable | 27,000 | |
Net cash provided by financing activities | 42,000 | 19,643 |
Net change in cash | (8,327) | 4,601 |
Cash, beginning of period | 17,139 | |
Cash, end of period | 8,812 | 4,601 |
Cash Paid For: | ||
Cash paid for interest | ||
Cash paid for taxes | ||
Supplemental disclosure of non-cash activity: | ||
Conversion of debt | $ 14,500 |
DESCRIPTION OF BUSINESS AND HIS
DESCRIPTION OF BUSINESS AND HISTORY | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS AND HISTORY | NOTE 1 - DESCRIPTION OF BUSINESS AND HISTORY Description of business The Company was originally incorporated on May 17, 2017, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 23, 2018, the Certificate of Incorporation of the Company was amended to effect a change in the Company’s name from “Iris Grove Acquisition Corporation” to “CannAssist International Corporation”. On September 28, 2021, the Certificate of Incorporation of the Company was amended a second time to effect a change in the Company’s name from “CannAssist International Corporation” to the name “Electronic Servitor Publication Network, Inc.” The Company’s common stock trades on the OTCQB Venture Market under the stock ticker symbol “XESP,” previously from “CNSC,” effective January 26, 2022. The Company's corporate office is located at 400 1ST Ave N., Ste. 100, Minneapolis, MN 55401. The URL of the Company’s website is https://www.xespn.com. The Company’s telephone number is (833) 991-0800. The Company’s business focuses on driving growth for Brands through effective digital interactions within current and new communities. The Company’s proprietary technology, the Digital Engagement Engine, utilizes a combination of automation, unique data management, and a modern workflow built on a microservices architecture to achieve greater reach and lift for content providers. On July 1, 2021, and effective on October 9, 2021, Mark Palumbo, a former officer and director of the Company, and Forty 7 Select Holdings LLC, an entity controlled by Greg Shockey (who was an existing shareholder of the Company), entered into an agreement pursuant to which Mark Palumbo transferred all of his 1,000 Preferred Stock provides the holder thereof the right to vote 60% of the Company’s voting shares on any and all shareholder matters and thereby constituted a change of control of the Company 7,500,000 On July 23, 2021, the Company entered into a Technology License Agreement with Phitech Management, LLC, an entity controlled by Peter Hager (“Licensor”), to use, market, promote and distribute certain technology relating to content provisioning including the related patent applications, trade-secrets and associated knowhow, including methods, techniques, specifications, procedures, information, systems, knowledge and business processes required to practice and carry on business in the field of data collection, security and management (the “Technology”). The initial term of the License is 10-years (the “Initial Term”) and shall automatically be renewed for successive 1-year terms (each, a “Renewal Term”) unless the Company elects to terminate the License by giving 30 days’ written notice prior to commencement of a Renewal Term. In exchange for the License of the Technology, the Company issues to the Licensor 10,000,000 2,500,000 0.25 10,000,000 0.25 On July 23, 2021, the Company and Mark Palumbo entered into an agreement (the “Spin-Off Agreement”) whereby, at the Closing, the Company shall transfer 100% of the issued and outstanding membership units of Xceptor LLC, an entity that was a wholly-owned subsidiary of the Company, to Mark Palumbo (along with the assets and liabilities associated with the prior business) for nominal consideration as a condition of the Change-in-Control (the “Spin-Off”). Furthermore, at the Closing, that certain Technology License Agreement entered into by and between the Company and Mark Palumbo dated April 29, 2019 (the “Palumbo License Agreement”) shall be terminated and the Company shall assign all rights to the underlying Intellectual Property (as defined in the Palumbo License Agreement) to Mark Palumbo. On October 9, 2021, at the Closing of the Spin-Off Agreement, the Company transferred 100% of the issued and outstanding membership units of Xceptor LLC to Mark Palumbo (along with the assets and liabilities associated with the prior business) in exchange for nominal consideration, and the Palumbo License Agreement was terminated. As a result of the transactions described above, the Company is strategically aligning its business to support its mission in becoming the premier content management and distribution platform for content providers in the global markets through the Company’s continued development and acquisitions of publication and monetization products, services, and technologies. Effective October 9, 2021, as a result of the transactions described above, the business of the Company changed to focus on Electronic Sports Gaming technology and the development of related infrastructure, specifically the development and commercialization of a technology platform specifically designed for the Electronic Sports and Electronic Gaming markets. The platform will provide an omni-channel publishing tool, with talent identity protection and monetization tools provided in line with interaction and media creation services. Further publication and monetization products and services will be developed and acquired to support these efforts. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The Company’s unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month period ending March 31, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no Recently issued accounting pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 - GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has no current source of revenue and an accumulated deficit of $ 6,629,810 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2023 | |
Notes Payable | |
NOTES PAYABLE | NOTE 4 - NOTES PAYABLE On May 19, 2022, the Company issued a note payable for $ 10,000 6 519 On May 20, 2022, the Company issued a note payable for $ 10,000 6 518 On June 10, 2022, the Company issued a note payable for $ 7,630 10 615 On October 18, 2022, the Company issued a note payable for $ 25,000 8 899 On January 6, 2023, the Company issued a note payable for $ 15,000 July 6, 2023 8.5 293 On March 13, 2023, the Company issued a note payable for $ 12,000 September 13, 2023 8.5 50 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2022, Forty 7 Select Holdings LLC (“Forty 7”) advanced the Company $ 27,643 50,268 On January 10, 2023, the Company issued a note payable for $ 15,000 July 10, 2023 8.5 279 Refer to Note 7 for options to purchase shares of common stock issued to related parties. |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 6 – PREFERRED STOCK The Company has designated 1,000 0.0001 Series A Preferred Stock, voting together as a class, have the right to vote 60% of the Company’s voting shares |
OPTIONS
OPTIONS | 3 Months Ended |
Mar. 31, 2023 | |
Options | |
OPTIONS | NOTE 7 – OPTIONS In the first quarter of 2022, the Company entered into an Employment Agreement with Thomas Spruce, an officer and director of the Company. This Employment Agreement has a term of 2 years and automatically renews for an additional 6-month term unless terminated earlier. This agreement is terminable by each of the parties upon written notice. Under this Employment Agreement, the Company pays a base salary of $1.00 per year and issued options to purchase 500,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of two years and expire 10 years from the date of grant. Effective April 12, 2022, the Company entered into an Advisory Agreement with Greg Shockey, an affiliate of the Company and service provider. Under this Advisory Agreement, the Company issued options to purchase 240,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant. Effective April 12, 2022, the Company entered into an Advisory Agreement with Danijella Dragas, a third-party service provider. Under this Advisory Agreement, the Company issued options to purchase 240,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant. On March 23, 2023, the Advisory Agreement was cancelled, thereby terminating Danijella Dragas and forfeiting 60,000 unvested options. On May 27, 2022, the Company entered into an Addendum to Employment Agreement with Thomas Spruce, which granted Mr. Spruce options to purchase an additional 250,000 restricted shares of the Company’s common stock at a strike price of $0.15 per share. The options vest immediately from the date of the grant and expire 10 years from the date of grant. On November 16, 2022, the Company entered into an Employment Agreement with Jim Kellogg, which granted Mr. Kellogg options to purchase 300,000 restricted shares of the Company’s common stock at a strike price of $0.10 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant. On February 1, 2023, the Company entered into an Advisor Agreement with Greg Shockey, which supersedes his previous Advisor Agreement with the Company, whereby, in exchange for business development and strategy consulting, investor relations, and facilitating meetings with targeted investors, as well as other services, the Company agreed to issue Greg Shockey options to purchase 60,000 restricted shares of common stock at signing and an additional 1,200,000 shares of restricted common stock every year thereafter for three years. On February 1, 2023, Peter Hager was appointed as the Company’s President and Chief Executive Officer. Per the terms of the employment agreement Mr. Hager was granted options to purchase 6,400,000 restricted shares of the Company’s common stock, at the commencement of his initial term of services, for an exercise price $0.06 per share, vesting in installments of 500,000 shares per fiscal quarter with the first vesting date of April 1, 2023 and 1,000,000 options to purchase restricted shares of the Company’s common stock, at the commencement of his first renewal term of service. On February 1, 2033, Thomas Spruce was appointed as the Company’s Secretary and Chief Operations Officer. Per the terms of the employment agreement Mr. Spruce was granted options to purchase 1,750,000 restricted shares of the Company’s common stock, at the commencement of his initial term of services, for an exercise price $0.06 per share, vesting with respect to the first 250,000 shares on February 1, 2023 and vesting with respect to the remaining 1,500,000 shares in installments of 125,000 shares per fiscal quarter with the first vesting date of April 1, 2023 and 250,000 options to purchase restricted shares of the Company’s common stock, at the commencement of his first renewal term of service. Options issued with the following inputs Options issued in the three months ended March 31, 2023, with the following inputs: Options 11,810,000 Share price $ 0.066 Exercise Price $ 0.06 Term 10 Volatility 209.39 % Risk Free Interest Rate 3.39 % Dividend rate — A summary of the status of the Company’s outstanding stock options and changes during the year is presented below: Schedule of options activity Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 — $ — — $ — Granted 2,030,000 $ 0.36 10 $ — Cancelled (250,000 ) $ — — $ — Exercised — $ — — $ — Outstanding at December 31, 2022 1,780,000 $ 0.35 9.81 $ — Granted 11,810,000 $ 0.06 10 $ — Cancelled (60,000 ) $ — — $ — Exercised — $ — — $ — Outstanding at March 31, 2023 13,530,000 $ 0.09 9.75 $ — Exercisable at March 31, 2023 2,220,000 $ 0.24 9.34 $ — Schedule of stock options activity number of shares Range of Exercise Number Outstanding Weighted Average Weighted Average $ 0.06 0.39 13,590,000 9.75 $ 0.09 |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
WARRANTS | NOTE 8 – WARRANTS A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below: Schedule of common stock outstanding roll forward Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 153,503 $ 0.25 6.92 $ — Granted — $ — — $ — Expired — $ — — $ — Exercised — $ — — $ — Outstanding at December 31, 2022 153,503 $ 0.25 5.92 $ — Granted — $ — — $ — Expired — $ — — $ — Exercised — $ — — $ — Exercisable at March 31, 2023 153,503 $ 0.25 5.67 $ — Schedule of weighted average number of shares Range of Exercise Number Outstanding Weighted Average Weighted Average $ 0.25 153,503 5.67 $0.25 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that there are no material subsequent events to disclose in these financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the three month period ending March 31, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”). |
Cash equivalents | Cash equivalents The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no |
Recently issued accounting pronouncements | Recently issued accounting pronouncements The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
OPTIONS (Tables)
OPTIONS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Options | |
Options issued with the following inputs | Options issued with the following inputs Options issued in the three months ended March 31, 2023, with the following inputs: Options 11,810,000 Share price $ 0.066 Exercise Price $ 0.06 Term 10 Volatility 209.39 % Risk Free Interest Rate 3.39 % Dividend rate — |
Schedule of options activity | Schedule of options activity Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 — $ — — $ — Granted 2,030,000 $ 0.36 10 $ — Cancelled (250,000 ) $ — — $ — Exercised — $ — — $ — Outstanding at December 31, 2022 1,780,000 $ 0.35 9.81 $ — Granted 11,810,000 $ 0.06 10 $ — Cancelled (60,000 ) $ — — $ — Exercised — $ — — $ — Outstanding at March 31, 2023 13,530,000 $ 0.09 9.75 $ — Exercisable at March 31, 2023 2,220,000 $ 0.24 9.34 $ — |
Schedule of stock options activity number of shares | Schedule of stock options activity number of shares Range of Exercise Number Outstanding Weighted Average Weighted Average $ 0.06 0.39 13,590,000 9.75 $ 0.09 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Schedule of common stock outstanding roll forward | Schedule of common stock outstanding roll forward Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 153,503 $ 0.25 6.92 $ — Granted — $ — — $ — Expired — $ — — $ — Exercised — $ — — $ — Outstanding at December 31, 2022 153,503 $ 0.25 5.92 $ — Granted — $ — — $ — Expired — $ — — $ — Exercised — $ — — $ — Exercisable at March 31, 2023 153,503 $ 0.25 5.67 $ — |
Schedule of weighted average number of shares | Schedule of weighted average number of shares Range of Exercise Number Outstanding Weighted Average Weighted Average $ 0.25 153,503 5.67 $0.25 |
DESCRIPTION OF BUSINESS AND H_2
DESCRIPTION OF BUSINESS AND HISTORY (Details Narrative) - USD ($) | Oct. 09, 2021 | Jul. 23, 2021 | Jul. 01, 2021 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Number of shares issued | 10,000,000 | ||
Share price | $ 0.25 | ||
Phitech Management L L C [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Number of shares issued | 10,000,000 | ||
Stock issued during period, value, issued for services | $ 2,500,000 | ||
Share price | $ 0.25 | ||
Chief Executive Officer [Member] | |||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||
Number of shares converted (in shares) | 1,000 | ||
Preferred stock, voting rights | Preferred Stock provides the holder thereof the right to vote 60% of the Company’s voting shares on any and all shareholder matters and thereby constituted a change of control of the Company | ||
Number of shares cancelled | 7,500,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Cash equivalents | $ 0 | $ 0 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 6,629,810 | $ 6,362,481 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | ||||||
Mar. 13, 2023 | Jan. 06, 2023 | Jun. 10, 2022 | Oct. 18, 2022 | May 20, 2022 | May 19, 2022 | Mar. 31, 2023 | |
Third Party 1 [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Notes payble | $ 10,000 | ||||||
Interest rate | 6% | ||||||
Interest accrued | $ 519 | ||||||
Third Party 2 [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Notes payble | $ 10,000 | ||||||
Interest rate | 6% | ||||||
Interest accrued | 518 | ||||||
Third Party 3 [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Notes payble | $ 7,630 | ||||||
Interest rate | 10% | ||||||
Interest accrued | 615 | ||||||
Third Party 4 [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Notes payble | $ 25,000 | ||||||
Interest rate | 8% | ||||||
Interest accrued | 899 | ||||||
Third Party 5 [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Notes payble | $ 15,000 | ||||||
Interest rate | 8.50% | ||||||
Interest accrued | 293 | ||||||
Maturity date | Jul. 06, 2023 | ||||||
Third Party 6 [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |||||||
Notes payble | $ 12,000 | ||||||
Interest rate | 8.50% | ||||||
Interest accrued | $ 50 | ||||||
Maturity date | Sep. 13, 2023 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jan. 10, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Due to related party | $ 65,268 | $ 50,268 | |
Forty 7 Select Holdings L L C [Member] | |||
Due from Related Parties | $ 27,643 | ||
Due to related party | 50,268 | ||
Note payable | $ 15,000 | ||
Maturity date | Jul. 10, 2023 | ||
Interest rate | 8.50% | ||
Accrued interest | $ 279 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 19,999,000 | 19,999,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Series A Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock voting rights | Series A Preferred Stock, voting together as a class, have the right to vote 60% of the Company’s voting shares |
OPTIONS (Details)
OPTIONS (Details) - $ / shares | 3 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 09, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share price | $ 0.25 | |||
Warrant term | 5 years 11 months 1 day | 6 years 11 months 1 day | ||
Options [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Options | 11,810,000 | |||
Share price | $ 0.066 | |||
Exercise Price | $ 0.06 | |||
Warrant term | 10 years | |||
Volatility | 209.39% | |||
Risk Free Interest Rate | 3.39% | |||
Dividend rate |
OPTIONS (Details 1)
OPTIONS (Details 1) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Options | ||
Number of options outstanding at beginning | 1,780,000 | |
Weighted average exercise pricec at Beginning | $ 0.35 | |
Number of options, Granted | 11,810,000 | 2,030,000 |
Weighted average exercise price, Granted | $ 0.06 | $ 0.36 |
Weighted average remaining contract term, Granted | 10 years | 10 years |
Number of options, Cancelled | (60,000) | (250,000) |
Weighted average remaining contract term at ending | 9 years 9 months | 9 years 9 months 21 days |
Number of options outstanding at ending | 13,530,000 | 1,780,000 |
Weighted average exercise pricec at ending | $ 0.09 | $ 0.35 |
Number of options exercisable (in shares) | 2,220,000 | |
Weighted average exercise price exercisable | $ 0.24 | |
Weighted average remaining contract term, exercisable | 9 years 4 months 2 days |
OPTIONS (Details 2)
OPTIONS (Details 2) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Warrants and Rights Outstanding, Term | 5 years 11 months 1 day | 6 years 11 months 1 day | |
Options Held [Member] | |||
Class of Warrant or Right, Outstanding | 13,590,000 | ||
Warrants and Rights Outstanding, Term | 9 years 9 months | ||
Weighted average exercise price | $ 0.09 | ||
Minimum [Member] | Options Held [Member] | |||
Exercise Price | 0.06 | ||
Maximum [Member] | Options Held [Member] | |||
Exercise Price | $ 0.39 |
WARRANTS (Details)
WARRANTS (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Warrants | ||
Number of warrants outstanding at beginning | 153,503 | 153,503 |
Weighted average exercise price at beginning | $ 0.25 | $ 0.25 |
Weighted average remaining contract term at beginning | 5 years 11 months 1 day | 6 years 11 months 1 day |
Number of warrants outstanding, Granted | ||
Number of warrants outstanding outstanding at ending | 153,503 | |
Weighted average exercise price at ending | $ 0.25 | |
Weighted average remaining contract term at ending | 5 years 11 months 1 day | |
Number of warrants exercisable (in shares) | 153,503 | |
Weighted average exercise price exercisable | $ 0.25 | |
Weighted average remaining contract term, exercisable | 5 years 8 months 1 day |
WARRANTS (Details 1)
WARRANTS (Details 1) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Class of Warrant or Right [Line Items] | |||
Weighted average remaining contractual life (years) | 5 years 11 months 1 day | 6 years 11 months 1 day | |
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price | $ 0.25 | ||
Number outstanding | 153,503 | ||
Weighted average remaining contractual life (years) | 5 years 8 months 1 day | ||
Weighted average exercise price | $ 0.25 |